exv10w1






Exhibit 10.1




Execution Copy




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of
December, 2009, by and between Francis T. McCarron (the “Executive”) and Harbinger Group Inc., a
Delaware corporation (“Harbinger Group” or the “Employer”). Unless the context otherwise requires, references
to the Employer shall include its successors and assigns, direct and indirect subsidiaries,
affiliates and parents.



RECITALS




     A. The Employer desires that the Executive provide services for the benefit of the Employer
and its affiliates and the Executive desires to accept such employment with the Employer.



     B. The Employer and the Executive acknowledge that the Executive will be a member of the
senior management team of the Employer and, as such, will participate in implementing the
Employer’s business plan.



     C. In the course of employment with the Employer, the Executive will have access to certain
confidential information that relates to or will relate to the business of the Employer and its
affiliates.



     D. The Employer desires that any such information not be disclosed to other parties or
otherwise used for unauthorized purposes.



     NOW, THEREFORE, in consideration of the above premises and the following mutual covenants and
conditions, the parties agree as follows:



     1. Employment. Harbinger Group shall employ the Executive as its Executive Vice President and
Chief Financial Officer (“EVP-CFO”), and the Executive hereby accepts such employment on the
following terms and conditions. In the event that the Executive ceases to be employed by the
Employer for any reason, the Executive shall tender his resignation from all positions he holds
with the Employer, effective on the date his employment is terminated.



     2. Duties. The Executive shall work for the Employer in a full-time capacity. The
Executive shall, during the term of this Agreement, have the duties, responsibilities, powers, and
authority customarily associated with the position of EVP-CFO. The Executive shall report to, and
follow the direction of, Harbinger Group’s Chief Executive Officer (“CEO”). In addition to the foregoing,
the Executive also shall perform such services and duties as may be reasonably assigned to him from
time to time by Harbinger Group’s Board of Directors (the “Board”). The Executive agrees to cooperate with
reasonable requests of the Employer to provide services to its affiliates (each, an “Affiliate”),
with approval from the Board, from time to time. The Executive shall devote substantially all of
his business time, energy, attention, and skill to the performance of duties for the Employer or
its Affiliates, and will use his best, reasonable efforts to promote the interests of the Employer.
It shall not be considered a violation of the foregoing for the Executive to serve on industry, civic, religious or charitable boards or committees, or to
manage



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his personal investments, so long as such services and activities do not individually or in
the aggregate significantly interfere with the performance of the Executive’s responsibilities as
an employee of the Employer in accordance with this Agreement.



     3. Executive Loyalty. The Employer shall be entitled to all benefits and profits
arising from or incident to any and all work, services, and advice of the Executive. The Executive
expressly agrees that during the period of this Agreement, he shall not engage, directly or
indirectly, as a partner, officer, director, member, manager, stockholder, advisor, agent,
employee, or in any other form or capacity, in any other business similar to the then current
business of the Employer. The foregoing notwithstanding, and except as otherwise set forth in
Paragraph 9, nothing herein contained shall be deemed to prevent the Executive from investing his
money in the capital stock or other securities of any corporation whose stock or securities are
publicly-owned or are regularly traded on any public exchange, nor shall anything herein contained
be deemed to prevent the Executive from investing his money in real estate, or to otherwise manage
his personal investments and financial affairs.



     4. Period of Employment. The Executive understands and agrees that he is an at-will
employee at all times and the Executive and the Employer can, and shall have the right to,
terminate the employment relationship at any time for any or no reason, with or without notice, and
with or without Cause (as hereinafter defined), subject to this Agreement. Nothing contained in
this Agreement or any other agreement shall alter the at-will relationship. Notwithstanding the
foregoing, the parties agree that on or prior to December 31, 2010 they shall, if mutually agreed,
renegotiate the terms of the Executive’s employment. If (i) the Employer elects not to renegotiate
the terms of the Executive’s employment or (ii) in connection with such renegotiation, the parties
are unable to reach mutually acceptable terms after negotiating in good faith, the Executive will
be entitled to the severance payments described in Paragraph 8 hereof as if his employment was
terminated by the Company without Cause.



     5. Compensation.



          A. The Employer shall pay the Executive an annualized base salary of $500,000 (the “Base
Salary”), payable in substantially equal installments in accordance with the Employer’s payroll
policy applicable to senior executives from time to time in effect, which payments shall be made
not less frequently than monthly. The Executive’s salary shall be subject to any payroll or other
deductions as may be required to be made pursuant to law, government order, or by agreement with,
or consent of, the Executive. The Base Salary shall be reviewed no less frequently than annually
for increase in the discretion of the Company. If the Executive is requested to perform
significant services for an Affiliate, the Executive shall be entitled to receive additional
reasonable compensation at a level commensurate with the services performed for such Affiliate.



          B. The Executive shall be eligible to earn an annual cash bonus (the “Annual Bonus”) targeted
at three hundred percent (300%) of his Base Salary upon the attainment of certain reasonable
performance objectives to be set by, and in the sole discretion of, the Board or
the Compensation Committee of the Board, in consultation with the Executive. Notwithstanding
the foregoing, the Executive’s Annual Bonus for the year ended December 31, 2010, only, shall



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be a minimum of $500,000. The parties agree that the performance targets for the 2010 Annual Bonus
shall be determined no later than ninety (90) days following the Executive’s employment start date.
Except as otherwise provided herein, the Executive must be actively employed by the Employer on
the date the Annual Bonus is paid to receive a bonus for a given year. Annual Bonus compensation
earned and payable pursuant hereto shall be paid in the calendar year following the fiscal year for
which the bonus is earned, and promptly following the completion of the audit of the Employer’s
annual financial statements, and in no event shall such payment be made later than April 15 of such
following calendar year.



          C. The Executive shall be entitled to receive stock options pursuant and subject to the terms
of the Employer’s Amended and Restated 1996 Long-Term Incentive Plan (the “Plan”). The Employee
shall receive, on his first day of employment and subject to the approval of the Board, an initial
option grant (the “Initial Option”) to purchase 125,000 shares of the Employer’s common stock, par
value $.01 per share. The Initial Option shall have an exercise price equal to the closing price of
the Employer’s common stock as listed on the New York Stock Exchange on the date of grant. The
Initial Option shall vest in three (3) substantially equal annual installments, with such vesting
to occur on the first, second and third anniversaries of the date of grant, so long as the
Executive continues to be employed by the Employer on each such date. The foregoing
notwithstanding, upon a termination of the Executive’s employment by the Employer without Cause
(including pursuant to the last sentence of Paragraph 4 hereof), or by the Executive for Good
Reason (as hereinafter defined), the Initial Option shall become one hundred percent (100%) vested
as of the date of such termination. The definitive terms of the Initial Option shall be set forth
in a stock option agreement in the Employer’s standard form (the “Stock Option Agreement”), which
shall describe the foregoing and the other terms and conditions of the Initial Option. For years
beginning on or after January 1, 2011, the Executive shall be eligible to receive an additional
annual option or similar equity grant having a fair value (using market standard valuation
methodologies) targeted at between twenty-five percent (25%) and fifty percent (50%) of the
Executive’s total annual compensation earned, accrued or received for the immediately preceding
year, subject to the sole discretion of the Board or the Compensation Committee of the Board
(including the discretion of the Board, or the Compensation Committee of the Board, to grant awards
higher than the targeted amount). Such additional option or equity grant shall vest in three (3)
substantially equal annual installments, with such vesting to occur on the first, second and third
anniversaries of the date of grant, so long as the Executive continues to be employed by the
Employer on each such date. Subject to applicable securities law, the Employer shall register a
sufficient number of shares of common stock of the Employer on a Form S-8 to satisfy its
obligations under the Plan.



          D. During the period of this Agreement, the Employer shall:



     (1) include the Executive in any life insurance, disability insurance, medical, dental or
health insurance, savings, pension and retirement plans and other benefit plans or programs
maintained by the Employer for the benefit of its senior executive employees, subject to the terms
of such plans and programs; and



     (2) provide the Executive with twenty (20) days paid vacation per annum, which shall accrue
pro-rata during the course of such year.



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     6. Expenses. The Employer shall reimburse the Executive for all reasonable and
approved business expenses in accordance with its expense reimbursement policy, provided the
Executive submits paid receipts or other documentation acceptable to the Employer and as required
by the Internal Revenue Service to qualify as ordinary and necessary business expenses under the
Internal Revenue Code of 1986, as amended (the “Code”). The payment or reimbursement of any
expense pursuant to this Paragraph 6 in one of the Executive’s taxable years shall not affect the
amount of the payment or reimbursement of any other expenses pursuant to such paragraph in any
other taxable years. Any payment or reimbursement for expenses under this Paragraph 6 shall in any
event be made on or before the last day of the Executive’s taxable year following the taxable year
in which the expense was incurred. Any right to payment or reimbursement under this Paragraph 6
may not be liquidated or exchanged for any other benefit.



     7. Termination. Notwithstanding anything in Paragraph 4 of this Agreement to the
contrary, the Executive’s services shall terminate upon the first to occur of the following events:



          A. Upon the Executive’s date of death or the date the Executive is given written notice that
he has been determined to be disabled by the Employer. For purposes of this Agreement, the
Executive shall be deemed to be disabled if the Executive, as a result of illness or incapacity,
shall be unable to perform substantially his required duties for a period of four (4) consecutive
months or for any aggregate period of six (6) months in any twelve (12) month period. A
termination of the Executive’s employment by the Employer for disability shall be communicated to
the Executive by written notice and shall be effective on the tenth (10th) business day after
receipt of such notice by the Executive, unless the Executive returns to full-time performance of
his duties before such tenth (10th) business day.



          B. On the date the Employer provides the Executive with written notice that he is being
terminated for “Cause.” For purposes of this Agreement, the Executive shall be deemed terminated
for Cause if the Employer terminates the Executive’s employment in writing after the Executive:




     (1) shall have been convicted, indicted for, or entered a plea of nolo
contendere to, any felony or any other act involving fraud, theft, misappropriation,
dishonesty, or embezzlement;




     (2) shall have committed intentional and willful acts of misconduct that
materially impair the goodwill or business of the Employer or its Affiliates or
cause material damage to its or their property, goodwill, or business; or




     (3) shall have willfully refused to, or willfully failed to, perform in any
material respect his duties hereunder, provided, however, that no such termination
for Cause under this subparagraph 7B(3) shall be effective unless the Executive
does not cure such refusal or failure to the Employer’s reasonable satisfaction as
soon as practicable after the Employer gives the Executive written notice



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identifying such refusal or failure (and, in any event, within ten (10) calendar
days after receipt of such written notice).



For purposes of determining Cause, no act or failure to act by the Executive shall be considered
“willful” unless it is done or omitted to be done by the Executive in bad faith and without
reasonable belief that his action or omission was in the best interests of the Employer or its
Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or the written instructions of the CEO, or based upon the written advice of
counsel for the Employer, shall be presumed to be done by the Executive in good faith and in the
best interests of the Employer. Any voluntary termination by the Executive in anticipation of a
termination for Cause under this subparagraph B shall be deemed a termination for Cause.



          C. On the date the Executive terminates his employment for any reason, other than a reason set
forth in Paragraph 7E, provided that the Executive shall give the Employer thirty (30) days written
notice prior to such date of his intention to terminate such employment.



          D. On the date the Employer terminates the Executive’s employment for any reason (including
pursuant to the last sentence of Paragraph 4 hereof), other than a reason otherwise set forth in
this Paragraph 7, provided that the Employer shall give the Executive thirty (30) days written
notice prior to such date of its intention to terminate such employment.



          E. On the date the Executive provides written notice terminating his employment with Good
Reason, which termination shall have occurred no later than 4 months following the date the
Executive learns of the event constituting Good Reason. For purposes of this Agreement, “Good
Reason” shall mean the occurrence of any of the following events without either (x) the Executive’s
express prior written consent or (y) full cure within 30 days after the Executive gives written
notice to the Employer requesting cure, such notice to be given by the Executive no later than 60
days after the date he first learns that the event has occurred: (i) any material diminution in the
Executive’s title, responsibilities or authorities, (ii) the assignment to him of duties that are
materially inconsistent with his duties as the principal financial officer of Harbinger Group; (iii) any
change in the reporting structure so that he reports to any person or entity other than CEO and/or
the Board; (iv) the relocation of the Executive’s principal office, or principal place of
employment, to a location that is outside the borough of Manhattan, New York; (v) a breach by the
Employer or any of its Affiliates of any material terms of this Agreement; or (vi) any failure of
the Employer to obtain the assumption (in writing or by operation of law) of its obligations under
this Agreement by any successor to all or substantially all of its business or assets upon
consummation of any merger, consolidation, sale, liquidation, dissolution or similar transaction.



     8. Compensation Upon Termination.



          A. If the Executive’s services are terminated pursuant to Paragraph 7, the Executive shall be
entitled to his salary through his final date of active employment plus any accrued but unused
vacation pay. The Executive also shall be entitled to any benefits mandated under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the terms of any death,
insurance, or retirement plan, program, or agreement provided by



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the Employer and to which the Executive is a party or in which the Executive is a participant, including, but not limited to, any
short-term or long-term disability plan or program, if applicable.



          B. In addition to the salary and benefits set forth in Paragraph 8A, if the Executive’s
services are terminated pursuant to Paragraph 7D or 7E at anytime on or prior to December 31, 2010,
the Executive shall be entitled to: (i) the continuation of his Base Salary until December 31,
2010, payable in substantially equal installments in accordance with the Employer’s payroll policy
from time to time in effect; (ii) the guaranteed Annual Bonus for the year ending December 31,
2010, or, if greater, the Annual Bonus the Executive would have earned based on the performance
goals actually achieved during the 2010 calendar year multiplied by a fraction, the numerator of
which shall equal the number of days the Executive was employed by the Employer during 2010 and the
denominator of which shall equal three hundred sixty five (365), to be paid at the time otherwise
set forth above in Paragraph 5B; and (iii) full and immediate vesting of the Initial Option. In
addition to the salary and benefits set forth in Paragraph 8A, if the Executive’s services are
terminated pursuant to Paragraph 7D or 7E at anytime after December 31, 2010, the Executive shall
be entitled to (1) the continuation of his Base Salary for a period of three (3) months following
such termination, (2) the amount payable pursuant to clause (ii) of this Paragraph 8B, if not
already paid and (3) full and immediate vesting of the Initial Option. The Executive’s entitlement
to the payments set forth in this Paragraph 8B shall be conditioned upon his execution of an
agreement acceptable to the Employer that (x) waives any rights the Executive may otherwise have
against the Employer, (y) releases the Employer from actions, suits, claims, proceedings and
demands related to the period of employment and/or the termination of employment, and (z) contains
certain other obligations which shall be set forth at the time of the termination;
provided , however , that any such waiver and release shall not include a waiver or
release of the Executive’s rights (I) arising under, or preserved by, this Agreement, (II) to
continued coverage under the Employer’s Directors & Officers insurance policies, (III) to
indemnification pursuant to the Indemnification Agreement (as defined in Paragraph 9N below), or
(IV) as a shareholder of the Employer. The Executive must sign and tender the release as described
above not later than sixty (60) days following the Executive’s last day of employment, and if the
Executive fails or refuses to do so, the Executive shall forfeit the right to such termination
compensation as would otherwise be due and payable.



          C. The Employer and the Executive intend that the payments and benefits provided for in this
Agreement either be exempt from Section 409A of the Code, or be provided for in a manner that
complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be
consistent with the intent of this subparagraph (C). In no event whatsoever shall the Employer be
liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Section
409A. Notwithstanding anything contained herein to the contrary, all payments and benefits under
this Paragraph 8 shall be paid or provided only at the time of a termination of Executive’s
employment that constitutes a “separation from service” from the Employer within the meaning of
Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after
applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the
Executive is a “specified employee” as such term is defined under Section 409A



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of the Code and the regulations and guidance promulgated thereunder, any payments described in Paragraph 8B shall be
delayed for a period of six (6) months following the Executive’s separation of employment to the
extent and up to an amount necessary to ensure such payments are not subject to the penalties and
interest under Section 409A of the Code.



     9. Protective Covenants. The Executive acknowledges and agrees that solely by virtue
of his employment by, and relationship with, the Employer, he has acquired and will acquire
“Confidential Information”, as hereinafter defined, as well as special knowledge of the Employer’s
relationships with its customers and suppliers, and that, but for his association with the
Employer, the Executive would not or will not have had access to said Confidential Information or
knowledge of said relationships. The Executive further acknowledges and agrees (i) that the
Employer has long term, near-permanent relationships with its customers and suppliers, and that
those relationships were developed at great expense and difficulty to the Employer over several
years of close and continuing involvement; (ii) that the Employer’s relationships with its
customers and suppliers are and will continue to be valuable, special and unique assets of the
Employer and that the identity of its customers and suppliers is kept under tight security with the
Employer and cannot be readily ascertained from publicly available materials or from materials
available to the Employer’s competitors; and (iii) that the Employer has certain protectable
interests that are critical to its competitive advantage in the industry and would be of
demonstrable value in the hands of a competitor. In return for the consideration described in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and as a condition precedent to the Employer entering into this Agreement, and
as an inducement to the Employer to do so, the Executive hereby represents, warrants, and covenants
as follows:



          A. The Executive has executed and delivered this Agreement as his free and voluntary act,
after having determined that the provisions contained herein are of a material benefit to him, and
that the duties and obligations imposed on him hereunder are fair and reasonable and will not
prevent him from earning a comparable livelihood following the termination of his employment with
the Employer.



          B. The Executive has read and fully understands the terms and conditions set forth herein, has
had time to reflect on and consider the benefits and consequences of entering into this Agreement,
and has had the opportunity to review the terms hereof with an attorney or other representative, if
he so chooses.



          C. The execution and delivery of this Agreement by the Executive does not conflict with, or
result in a breach of or constitute a default under, any agreement or contract,
whether oral or written, to which the Executive is a party or by which the Executive may be
bound. In addition, the Executive has informed the Employer of, and provided the Employer with
copies of, any non-competition, confidentiality, work-for-hire or similar agreements to which the
Executive is subject or may be bound.



          D. The Executive agrees that, during the period of his employment with the Employer and,
except as set forth below in this subparagraph D, for a period of three (3) months after the
termination of the Executive’s employment hereunder (or, if longer, until December 31,



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2010) (the “Restricted Period”) for any reason whatsoever or for no reason, whether voluntary or involuntary,
the Executive will not, except on behalf of the Employer, anywhere in the United States of America
or in any other place or venue where the Employer or any affiliate, subsidiary, or division thereof
now conducts or operates, or may conduct or operate, its business prior to the date of the
Executive’s termination of employment:




     (1) directly or indirectly, contact, solicit or accept if offered to the
Executive, or direct any person, firm, corporation, association or other entity to
contact, solicit or accept if offered to it, any of the Employer’s customers,
prospective customers, or suppliers (as hereinafter defined) for the purpose of
providing any products and/or services that are the same as or similar to the
products and services provided by the Employer to its customers during the term
hereof; or




     (2) solicit or accept if offered to him, with or without solicitation, on his
own behalf or on behalf of any other person, the services of any person who is a
then current employee of the Employer (or was an employee of the Employer during the
year preceding such solicitation), nor solicit any of the Employer’s then current
employees (or an individual who was employed by or engaged by the Employer during
the year preceding such solicitation) to terminate employment or an engagement with
the Employer, nor agree to hire any then current employee (or an individual who was
an employee of the Employer during the year preceding such hire) of the Employer
into employment with himself or any company, individual or other entity; or




     (3) directly or indirectly, whether as an investor (excluding investments
representing less than one percent (1%) of the common stock of a public company),
lender, owner, stockholder, officer, director, consultant, employee, agent,
salesperson or in any other capacity, whether part-time or full-time, become
associated with any business involved in the design, manufacture, marketing, or
servicing of products then constituting ten percent (10%) or more of the annual
revenues of the Employer; or




     (4) act as a consultant, advisor, officer, manager, agent, director, partner,
independent contractor, owner, or employee for or on behalf of any of the Employer’s
customers, prospective customers, or suppliers (as hereinafter defined), with
respect to or in any way with regard to any aspect of the Employer’s
business and/or any other business activities in which the Employer engages
during the term hereof.



     The foregoing notwithstanding, in the event of a termination of employment pursuant to
Paragraph 7D or 7E after December 31, 2010, the Restricted Period may, in the Employer’s
discretion, be shortened or eliminated and a corresponding reduction or elimination shall be made
to the period of time over which the Employer is otherwise obligated to continue the Executive’s
Base Salary pursuant to Paragraph 8B. In the event of any breach of this subparagraph D, the



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Executive agrees that the applicable Restricted Period shall be tolled during the time of such
breach.



          E. The Executive acknowledges and agrees that the scope described above is necessary and
reasonable in order to protect the Employer in the conduct of its business and that, if the
Executive becomes employed by another employer, he shall be required to disclose the existence of
this Paragraph 9 to such employer and the Executive hereby consents to and the Employer is hereby
given permission to disclose the existence of this Paragraph 9 to such employer.



          F. For purposes of this Paragraph 9, “customer” shall be defined as any person, firm,
corporation, association, or entity that purchased any type of product and/or service from the
Employer or is or was doing business with the Employer or the Executive within the twelve (12)
month period immediately preceding termination of the Executive’s employment. For purposes of this
Paragraph 9, “prospective customer” shall be defined as any person, firm, corporation, association,
or entity contacted or solicited by the Employer or the Executive (whether directly or indirectly)
or who contacted the Employer or the Executive (whether directly or indirectly) within the twelve
(12) month period immediately preceding termination of the Executive’s employment for the purpose
of having such persons, firms, corporations, associations, or entities become a customer of the
Employer. For purposes of this Paragraph 9, “supplier” shall be defined as any person, firm,
corporation, association, or entity who is or was doing business with the Employer or the Executive
or who was contacted or solicited by the Employer or the Executive (whether directly or indirectly)
or who contacted or solicited the Employer or the Executive (whether directly or indirectly) within
the twelve (12) month period immediately preceding termination of the Executive’s employment.



          G. The Executive agrees that during his employment (other than to the extent reasonably
necessary to perform his services under this Agreement) and thereafter the Executive will not, for
any reason whatsoever, use for himself or disclose to any person not employed by the Employer any
“Confidential Information” of the Employer acquired by the Executive during his relationship with
the Employer, both prior to and during the period of this Agreement. The Executive further agrees
to use Confidential Information solely for the purpose of performing duties with, or for, the
Employer and further agrees not to use Confidential Information for his own private use or
commercial purposes or in any way detrimental to the Employer. The Executive agrees that
“Confidential Information” includes but is not limited to: (1) any financial, engineering,
business, planning, operations, services, potential services, products, potential products,
technical information and/or know-how, organization charts, formulas, business plans,
production, purchasing, marketing, pricing, sales, profit, personnel, customer, broker,
supplier, or other lists or information of the Employer; (2) any papers, data, records, processes,
methods, techniques, systems, models, samples, devices, equipment, compilations, invoices, customer
lists, or documents of the Employer; (3) any confidential information or trade secrets of any third
party provided to the Employer in confidence or subject to other use or disclosure restrictions or
limitations; and (4) any other information, written, oral, or electronic, whether existing now or
at some time in the future, whether pertaining to current or future developments, and whether
previously accessed during the Executive’s tenure with the Employer or to be accessed during his
future employment with the Employer, which pertains to the



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Employer’s affairs or interests or with whom or how the Employer does business. The Employer acknowledges and agrees that Confidential
Information does not include (i) information properly in the public domain, or (ii) information in
the Executive’s possession prior to the date of his original employment with the Employer, except
to the extent that such information is or has become a trade secret of the Employer or is or
otherwise has become the property of the Employer.



          H. During and after the period of employment hereunder, the Executive will not remove from the
Employer’s premises any documents, records, files, notebooks, correspondence, reports, video or
audio recordings, computer printouts, computer programs, computer software, price lists, microfilm,
drawings or other similar documents containing Confidential Information, including copies thereof,
whether prepared by him or others, except as his duty shall require, and in such cases, will
promptly return such items to the Employer. Upon termination of his employment with the Employer,
all such items including summaries or copies thereof, then in the Executive’s possession, shall be
returned to the Employer immediately.



          I. The Executive recognizes and agrees that all ideas, inventions, patents, copyrights,
copyright designs, trade secrets, trademarks, processes, discoveries, enhancements, software,
source code, catalogues, prints, business applications, plans, writings, and other developments or
improvements and all other intellectual property and proprietary rights and any derivative work
based thereon (the “Inventions”) made, conceived, or completed by the Executive, alone or with
others, during the period of his employment, whether or not during working hours, that are within
the scope of the Employer’s business operations or that relate to any of the Employer’s work or
projects (including any and all inventions based wholly or in part upon ideas conceived during the
Executive’s employment with the Employer), are the sole and exclusive property of the Employer.
The Executive further agrees that (1) he will promptly disclose all Inventions to the Employer and
hereby assigns to the Employer all present and future rights he has or may have in those
Inventions, including without limitation those relating to patent, copyright, trademark or trade
secrets; and (2) all of the Inventions eligible under the copyright laws are “work made for hire.”
At the request of the Employer, the Executive will do all things reasonably necessary to perfect
title to the Inventions in the Employer and to assist in obtaining for the Employer such patents,
copyrights or other protection as may be provided under law and desired by the Employer, including
but not limited to executing and signing any and all relevant applications, assignments or other
instruments. Notwithstanding the foregoing, the Employer hereby notifies the Executive that the
provisions of this Paragraph 9 shall not apply to any Inventions for which no equipment, supplies,
facility or trade secret information of the Employer was used and which were developed entirely on
the Executive’s own time, unless (1) the Invention relates (i) to the business of the Employer, or (ii) to actual or demonstrably
anticipated research or development of the Employer, or (2) the Invention results from any work
performed by the Executive for the Employer.



          J. The Executive acknowledges and agrees that all customer lists, supplier lists, and customer
and supplier information, including, without limitation, addresses and telephone numbers, are and
shall remain the exclusive property of the Employer, regardless of whether such information was
developed, purchased, acquired, or otherwise obtained by the Employer or the Executive. The
Executive agrees to furnish to the Employer on demand at any time during the period of this
Agreement, and upon the termination of this Agreement, any



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records, notes, computer printouts, computer programs, computer software, price lists, microfilm, or any other documents related to the
Employer’s business, including originals and copies thereof. The Executive recognizes and agrees
that he has no expectation of privacy with respect to the Employer’s telecommunications, networking
or information processing systems (including, without limitation, stored computer files, email
messages and voice messages) and that the Executive’s activity and any files or messages on or
using any of those systems may be monitored at any time without notice.



          K. The Executive acknowledges that he may become aware of “material” nonpublic information
relating to the Employer or any of its customers whose stock is publicly traded. The Executive
acknowledges that he is prohibited by law as well as by Employer policy from trading in the shares
of the Employer or such customers while in possession of such information or directly or indirectly
disclosing such information to any other persons so that they may trade in these shares. For
purposes of this Paragraph K, “material” information may include any information, positive or
negative, which might be of significance to an investor in determining whether to purchase, sell or
hold the stock of publicly traded customers. Information may be significant for this purpose even
if it would not alone determine the investor’s decision. Examples include a potential business
acquisition, internal financial information that departs in any way from what the market would
expect, the acquisition or loss of a major contract, or an important financing transaction.



          L. The Employer does not wish to incorporate any unlicensed or unauthorized material into its
products or services or those of its subsidiaries. Therefore, the Executive agrees that he will
not knowingly disclose to the Employer, use in the Employer’s business, or cause the Employer to
use, any information or material which is confidential or proprietary to any third party including,
but not limited to, any former employer, competitor or client, unless the Employer has a right to
receive and use such information. The Executive will not incorporate into his work any material
which is subject to the copyrights of any third party unless the Employer has a written agreement
with such third party or otherwise has the right to receive and use such information.



          M. It is agreed that any breach or anticipated or threatened breach of any of the Executive’s
covenants contained in this Paragraph 9 will result in irreparable harm and continuing damages to
the Employer and its business and that the Employer’s remedy at law for any such breach or
anticipated or threatened breach will be inadequate and, accordingly, in addition to any and all
other remedies that may be available to the Employer at law or in equity in such event, any court of competent jurisdiction may issue a decree of specific performance or
issue a temporary and permanent injunction, without the necessity of the Employer posting bond or
furnishing other security and without proving special damages or irreparable injury, enjoining and
restricting the breach, or threatened breach, of any such covenant, including, but not limited to,
any injunction restraining the Executive from disclosing, in whole or part, any Confidential
Information.



          N. Contemporaneous with the execution and delivery of this Agreement, the Employer and
Executive shall enter into an Indemnification Agreement in the form attached hereto as Exhibit
A (the “Indemnification Agreement”).



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     10. Notices. Any and all notices required in connection with this Agreement shall be
deemed adequately given only if in writing and (a) personally delivered, or sent by first class,
registered or certified mail, postage prepaid, return receipt requested, or by recognized overnight
courier, (b) sent by facsimile, provided a hard copy is mailed on that date to the party for whom
such notices are intended, or (c) sent by other means at least as fast and reliable as first class
mail. A written notice shall be deemed to have been given to the recipient party on the earlier of
(a) the date it shall be delivered to the address required by this Agreement; (b) the date delivery
shall have been refused at the address required by this Agreement; (c) with respect to notices sent
by mail or overnight courier, the date as of which the Postal Service or overnight courier, as the
case may be, shall have indicated such notice to be undeliverable at the address required by this
Agreement; or (d) with respect to a facsimile, the date on which the facsimile is sent and receipt
of which is confirmed. Any and all notices referred to in this Agreement, or which either party
desires to give to the other, shall be addressed to his residence in the case of the Executive, or
to its principal office in the case of the Employer.



     11. Waiver of Breach. A waiver by one party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver or estoppel of any
subsequent breach by such party. No waiver shall be valid unless in writing and signed by the
Executive and an authorized officer of the Employer.



     12. Assignment. The Executive acknowledges that the services to be rendered by him
are unique and personal. Accordingly, the Executive may not assign any of his rights or delegate
any of his duties or obligations under this Agreement. The rights and obligations of the Employer
under this Agreement shall inure to the benefit of and shall be binding upon the successors and
assigns of the Employer.



     13. Entire Agreement/Survival. This Agreement, the Indemnification Agreement and the
Stock Option Agreement set forth the entire and final agreement and understanding of the parties
and contain all of the agreements made between the parties with respect to the subject matter
hereof. This Agreement supersedes any and all other agreements, either oral or in writing, between
the parties hereto, with respect to the subject matter hereof. No change or modification of this
Agreement shall be valid unless in writing and signed by the Employer and the Executive.
Notwithstanding anything herein to the contrary, Paragraphs 8 through 21 of this Agreement shall
survive the expiration of the Executive’s period of employment.



     14. Severability. If any provision of this Agreement shall be found invalid or
unenforceable for any reason, in whole or in part, then such provision shall be deemed modified,
restricted, or reformulated to the extent and in the manner necessary to render the same valid and
enforceable, or shall be deemed excised from this Agreement, as the case may require, and this
Agreement shall be construed and enforced to the maximum extent permitted by law, as if such
provision had been originally incorporated herein as so modified, restricted, or reformulated or as
if such provision had not been originally incorporated herein, as the case may be. The parties
further agree to seek a lawful substitute for any provision found to be unlawful; provided, that,
if the parties are unable to agree upon a lawful substitute, the parties desire and request that a
court or other authority called upon to decide the enforceability of this Agreement modify those
restrictions in this Agreement that, once modified, will result in an agreement that is enforceable



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to the maximum extent permitted by the law in existence at the time of the requested enforcement.



     15. Headings. The headings in this Agreement are inserted for convenience only and
are not to be considered a construction of the provisions hereof.



     16. Execution of Agreement. This Agreement may be executed in several counterparts,
each of which shall be considered an original, but which when taken together, shall constitute one
agreement.



     17. Recitals. The recitals to this Agreement are incorporated herein as an integral
part hereof and shall be considered as substantive and not precatory language.



     18. Non-Disparagement. During the Executive’s employment with the Employer and
thereafter, the Executive agrees not to make, publish or communicate at any time to any person or
entity, including, but not limited to, customers, clients and investors of the Employer, its
affiliates, or any entity affiliated with Philip A. Falcone, any Disparaging (defined below)
remarks, comments or statements concerning the Employer, its affiliates, any entity affiliated with
Philip A. Falcone, or any of their respective present and former members, partners, directors,
officers, employees or agents. During the Executive’s employment with the Employer and thereafter,
senior officers and directors of the Employer and its Affiliates agree not to make, publish or
communicate at any time to any person or entity any Disparaging remarks, comments or statements
concerning the Executive. “Disparaging” remarks, comments or statements are those that impugn the
character, honesty, integrity, morality, business acumen or abilities of the individual or entity
being disparaged. This provision does not apply to truthful statements to a government or
regulatory agency or to truthful testimony or pleadings in an arbitration, lawsuit or other
judicial or administrative proceeding.



     19. Arbitration. Any controversy, claim or dispute between the parties relating to
the Executive’s employment or termination of employment, whether or not the controversy, claim or
dispute arises under this Agreement (other than any controversy or claim arising under Paragraph
9), shall be resolved by arbitration in accordance with the Employment Arbitration Rules and
Mediation Procedures (“Rules”) of the American Arbitration Association through a single
arbitrator selected in accordance with the Rules. The decision of the arbitrator shall be
rendered within thirty (30) days of the close of the arbitration hearing and shall include written
findings of fact and conclusions of law reflecting the appropriate substantive law. Judgment upon
the award rendered by the arbitrator may be entered in any court having jurisdiction thereof in the
State of New York. In reaching his or her decision, the arbitrator shall have no authority (a) to
authorize or require the parties to engage in discovery (provided, however, that the arbitrator may
schedule the time by which the parties must exchange copies of the exhibits that, and the names of
the witnesses whom, the parties intend to present at the hearing), (b) to interpret or enforce
Paragraph 9 of the Agreement (for which Paragraph 20 shall provide the sole and exclusive venue),
(c) to change or modify any provision of this Agreement, (d) to base any part of his or her
decision on the common law principle of constructive termination, or (e) to award punitive damages
or any other damages not measured by the prevailing party’s actual damages and may not make any
ruling, finding or award that does not conform to this



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Agreement. Each party shall bear all of his
or its own legal fees, costs and expenses of arbitration and one-half (1/2) of the costs of the
arbitrator.



     20. Governing Law and Venue. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without reference to its conflict of law
provisions. Furthermore, as to Paragraph 9, the Executive agrees and consents to submit to
personal jurisdiction in the state of New York in any state or federal court of competent subject
matter jurisdiction situated in New York County, New York. The Executive further agrees that the
sole and exclusive venue for any suit arising out of, or seeking to enforce, the terms of Paragraph
9 of this Agreement shall be in a state or federal court of competent subject matter jurisdiction
situated in New York County, New York. In addition, the Executive waives any right to challenge in
another court any judgment entered by such New York County court or to assert that any action
instituted by the Employer in any such court is in the improper venue or should be transferred to a
more convenient forum. Further, the Executive waives any right he may otherwise have to a trial by
jury in any action to enforce the terms of this Agreement.



     21. Beneficiaries/References. The Executive shall be entitled, to the extent
permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any
compensation or benefit hereunder following the Executive’s death by giving written notice thereof.
In the event of the Executive’s death or a judicial determination of his incompetence, references
in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary,
estate or other legal representative.



     22. No Mitigation/No Offset. The Executive shall be under no obligation to seek other
employment or to otherwise mitigate the obligations of the Employer under this Agreement.



     IN WITNESS WHEREOF, the parties have set their signatures on the date first written above.



	 	 	 	 	 	 	 
	HARBINGER GROUP INC.	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	a Delaware corporation	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Philip A. Falcone
 

Chairman, CEO and President
	 	/s/ Francis T. McCarron
 

Francis T. McCarron	 	 







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